SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
NATIONAL DISCOUNT BROKERS GROUP, INC.
-------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
635646102
---------
(CUSIP Number)
September 13, 2000
------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on the following page(s)
Page 1 of 17 pages
Exhibit Index: Page 13
<PAGE>
SCHEDULE 13G
CUSIP No. 635646102 Page 2 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 250,600
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 250,600
With
8 Shared Dispositive Power
0
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
250,600
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.19%
12 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 635646102 Page 3 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 15,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,286,900
Each
Reporting 7 Sole Dispositive Power
Person 15,000
With
8 Shared Dispositive Power
1,286,900
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,301,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
6.20%
12 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 635646102 Page 4 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,301,900
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,301,900
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,301,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
6.20%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 635646102 Page 5 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (ENTITIES ONLY)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,301,900
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,301,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,301,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ X ]
11 Percent of Class Represented By Amount in Row (9)
6.20%
12 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 635646102 Page 6 of 17 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (ENTITIES ONLY)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ X ]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 10,000
Shares
Beneficially 6 Shared Voting Power
Owned By 1,301,900
Each
Reporting 7 Sole Dispositive Power
Person 10,000
With
8 Shared Dispositive Power
1,301,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,311,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.25%
12 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 17 Pages
Item 1(a). Name of Issuer:
National Discount Brokers Group, Inc. (the "Issuer").
Item 1(b). Address of the Issuer's Principal Executive Offices:
10 Exchange Place Centre, Jersey City, New Jersey 07302.
Item 2(a) Address of the Issuer's Principal Executive Offices:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(iii) White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc."),
(iv) Thomas U. Barton and
(v) Joseph U. Barton.
This Statement relates to Shares that were acquired by White
Rock Management on behalf of certain institutional clients (the "White Rock
Clients"). This Statement also relates to Shares held for the accounts of White
Rock Partners, White Rock Management and Joseph U. Barton. The general partner
of White Rock Partners is White Rock Management, the general partner of which is
White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of
White Rock, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of White
Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and
Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
(i) White Rock Partners is a Texas limited partnership;
(ii) White Rock Management is a Texas limited partnership;
(iii) White Rock, Inc. is a Texas corporation;
(iv) Thomas U. Barton is a United States citizen; and
(v) Joseph U. Barton is a United States citizen.
<PAGE>
Page 8 of 17 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
635646102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of September 20, 2000, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) White Rock Partners may be deemed to be the beneficial
owner of the 250,600 Shares held for its account.
(ii) White Rock Management may be deemed the beneficial owner
of 1,301,900 Shares. This number consists of (1) 1,036,300 Shares held for the
accounts of the White Rock Clients, (2) 250,600 Shares held for the account of
White Rock Partners and (3) 15,000 Shares held for its account.
(iii) Each of White Rock, Inc. and Thomas U. Barton may be
deemed the beneficial owner of 1,301,900 Shares. This number consists of (1)
1,036,300 Shares held for the accounts of the White Rock Clients, (2) 250,600
Shares held for the account of White Rock Partners and (3) 15,000 Shares held
for the account of White Rock Management.
(iv) Joseph U. Barton may be deemed the beneficial owner of
1,311,900 Shares. This number consists of (1) 1,036,300 Shares held for the
accounts of White Rock Clients, (2) 250,600 Shares held for the account of White
Rock Partners, (3) 15,000 Shares held for the account of White Rock Management
and (4) 10,000 Shares held for his personal account.
Item 4(b) Percent of Class:
(i) The number of Shares of which White Rock Partners may be
deemed to be the beneficial owner constitutes approximately 1.19% of the total
number of Shares outstanding.
<PAGE>
Page 9 of 17 Pages
(ii) The number of Shares of which each of White Rock, Inc.,
White Rock Management and Thomas U. Barton may be deemed to be the beneficial
owner constitutes approximately 6.20% of the total number of Shares outstanding.
(iii) The number of Shares of which Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 6.25% of the total
number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 250,600
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 250,600
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 15,000
(ii) Shared power to vote or to direct the vote: 1,286,900
(iii) Sole power to dispose or to direct the disposition of: 15,000
(iv) Shared power to dispose or to direct the disposition of: 1,286,900
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,301,900
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,301,900
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,301,900
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,301,900
<PAGE>
Page 10 of 17 Pages
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 10,000
(ii) Shared power to vote or to direct the vote: 1,301,900
(iii) Sole power to dispose or to direct the disposition of: 10,000
(iv) Shared power to dispose or to direct the disposition of: 1,301,900
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(ii) The shareholders or partners of each of the White Rock
Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(iii) The partners of White Rock Management have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Management in accordance with their partnership
interests in White Rock Management.
(iv) Joseph U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
his account.
White Rock Partners expressly disclaims beneficial ownership of any
Shares held for the accounts of the White Rock Clients, White Rock Management
and Joseph U. Barton. White Rock Clients expressly disclaims beneficial
ownership of any Shares held for the accounts of the White Rock Partners, White
Rock Management and Joseph U. Barton. White Rock Management expressly disclaims
beneficial ownership of any Shares held for the account of Joseph U. Barton.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
<PAGE>
Page 11 of 17 Pages
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of his/its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
Page 12 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 20, 2000 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /s/ Paula Storey
----------------------
Paula Storey
Attorney-in-Fact
Date: September 20, 2000 WHITE ROCK CAPITAL MANAGEMENT, L.P.
By: White Rock Capital, Inc.
Its General Partner
By: /s/ Paula Storey
-------------------------------
Paula Storey
Attorney-in-Fact
Date: September 20, 2000 WHITE ROCK CAPITAL, INC.
By: /s/ Paula Storey
----------------------------------------
Paula Storey
Attorney-in-Fact
Date: September 20, 2000 THOMAS U. BARTON
By: /s/ Paula Storey
----------------------------------------
Paula Storey
Attorney-in-Fact
Date: September 20, 2000 JOSEPH U. BARTON
By: /s/ Paula Storey
----------------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 13 of 17 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated September 20, 2000, by and among
White Rock Capital Partners, L.P., White Rock Capital Management,
L.P., White Rock Capital, Inc., Thomas U. Barton and Joseph U.
Barton............................................................ 14
B. Power of Attorney, dated January 31, 2000, granted by Mr. Thomas U.
Barton in favor of Paula Storey................................... 15
C. Power of Attorney, dated January 31, 2000, granted by Mr. Joseph U.
Barton in favor of Paula Storey................................... 16
D. Power of Attorney, dated January 31, 2000, granted by White Rock
Capital, Inc., in favor of Paula Storey........................... 17
